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In the weeks since the naval bombardment on Henderson Field, the marine commanders had been expecting a major Japanese assault. Little did they know that the Japanese were trying a bold maneuver - cutting their way through some of the most difficult terrain on the island to mount what they thought would be an unexpected assault from the south.

Unfortunately, the terrain and weather meant that the troops arrived exhausted, near-starving and without support. Nevertheless, on October 24 the Japanese ordered the assault. It began with an diversionary offensive to the west, on the Matanikau front, including tanks. Marine howitzers and anti-tank guns made short work of them.

More US troops were shifted west, leaving only a token force to defend the entire southern perimeter. Late in the afternoon, the southern offensive began. The difficult jungle, combined with heavy rains that day, left the Japanese troops disorganized. Several battalions missed the marine lines completely, and the rest were stymied by artillery and barbed wire defenses.

Air and naval attacks hit Henderson Field as well, sending several waves of bombers, naval bombardment, and artillery shelling. At one point, a group of about 100 Japanese broke through the center of the main line, and were a nuisance until they could be cleared out of the jungle a few days later.

The fighting continued that night and into the next day, but in the end the lines held. The Japanese suffered massive casualties - as many as 3000 dead compared to the marines losing 80. The Japanese offensive was shattered, and they would never again be able to mount a significant threat to Henderson itself.